Pre-Closing Distributions definition

Pre-Closing Distributions means the aggregate amount of any dividends or distributions of any nature whatsoever (whether of cash or assets) in respect of any shares of capital stock or shares in the capital of any Group Company or any repurchase, redemption, repayment or other acquisition by any Group Company of any of its own shares of capital stock, issued shares or other securities or withdrawals or repayment of capital or partnership interests by any Group Company or transfer of profit by any Group Company (other than any of the foregoing to the extent it comprises a payment to another Group Company) paid, declared or agreed to be paid by any Group Company to any member of the E.ON Group from (but excluding) the Effective Date up to and including the Closing Date, excluding the dividend of GBP 138 million (paid in cash on July 24, 2000) relating to the proceeds of the sale of VEBA Electronics US Holding GmbH to VEBA Electronics (U.K.) Plc.
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Pre-Closing Distributions means the payments to R. Fxxxx Xxxxxx, Jxxxx Xxxxxx, Sxxxx Xxxxxxxxxxx Xxxxxx and Kxxxxx Xxxx Xxxxxxx.
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Pre-Closing Distributions has the meaning specified in Section 9.4.
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Examples of Pre-Closing Distributions in a sentence

  • If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360.

  • Prior to the Closing, WinDoor shall have made the Pre-Closing Distributions.

  • Each KA Owner, on its behalf and on behalf of its transferees and its and their respective heirs, legal representatives, successors and assigns, irrevocably and unconditionally waives all rights such KA Owner or such other Persons may have to receive, directly or indirectly, any Ares Pre-Closing Distributions.

  • During the period that any challenge to the calculation of Pre-Closing Net Income or Pre-Closing Distributions is pending, distributions to Buyer by the Company of any amount in dispute shall be withheld by the Company and paid to Buyer or Seller, as appropriate, only upon final determination of the amount of Pre-Closing Net Income or Pre-Closing Distributions.

  • Either Buyer or Seller may challenge the calculation of Pre-Closing Net Income or Pre-Closing Distributions by giving notice of such challenge to the Company and to the other within ten (10) business days after the Company’s calculation is provided to such party.

  • Any such Pre-Closing Distributions made to the holders of Options will be considered compensation income to the holders of such Options, and shall occur prior to the payments to the holders of Options set forth in Section 2.11.

  • The Adjusted January 31, 2007 Balance Sheet shows the amount of “Net Assets” (for the purposes of this paragraph 1.5.4“Net Assets” is that amount which is the resultant amount determined by subtracting from Total Assets, excluding from Total Assets all of the assets constituting the Pre-Closing Distributions, of the combined Company and PEcoS, the Total Liabilities of the combined Company and PEcoS) of the Company, as consolidated with PEcoS, of $1,135,789 (the “January 31, 2007 Combined Net Assets”).

  • Policy DEV37.3ii makes clear reference to the Local Flood Risk Management Strategy (LFRMS) (F11A parts I and 2 and F11B Appendices) and the flood protection standards contained therein, in general and for these specific sites.

  • Any such Pre-Closing Distributions shall be paid pro-rata to all Equityholders on a fully-diluted basis, as though all holders of Options were the holders of the number of Shares issuable upon exercise in full of their Options (including any unvested portion thereof).

  • On or before ten (10) calendar days after Closing, Teekay Offshore shall deliver to THL a statement showing all Pre-Closing Distributions, along with a written request to reduce the Cash Portion by 49.0% of the aggregate sum of Pre-Closing Distributions (the “Adjustment Amount”).


More Definitions of Pre-Closing Distributions

Pre-Closing Distributions means the sum of all distributions, whether paid as dividends (ordinary or extraordinary), repurchase of securities or any distribution representing a return of capital, that the Top-Tier Insurance Companies actually make or pay to Sellers or any Affiliate of Sellers between the date hereof and the Closing.
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Pre-Closing Distributions shall have the meaning set forth in Section 2.8.
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Pre-Closing Distributions means the gross amount of any and all payments, whether of cash or other assets or property, to any Equityholders on account of capital stock of the Company, in any form whatsoever, including dividends, distributions, redemptions, exchanges, reclassifications or otherwise (without giving effect to any deductions or withholdings from any such payments on account of Taxes, including any withholding, payroll, employment or similar Taxes).
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Pre-Closing Distributions is defined in Section 5.14.
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Pre-Closing Distributions means the restructuring transactions described on Schedule 9.01(f).
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Pre-Closing Distributions means the distributions to be made by the Company to the Seller before Closing as detailed in the funds flow chart attached as Annex C.
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Related to Pre-Closing Distributions

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Cash Distributions means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.

  • Qualifying Distribution Event means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes Disabled, (iii) the death of the Participant, (iv) the time specified by the Participant for an In-Service or Education Distribution, (v) a Change in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • Subsequent Distribution Date means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is within thirty (30) days of the end of a calendar quarter, then the first Subsequent Distribution Date will be the last Business Day of the month following the end of the first (1st) calendar quarter after the calendar quarter in which the Effective Date falls.

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.

  • Time of distribution means the time when a disclaimed interest would have taken effect in possession or enjoyment.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Expected Distributions means, with respect to the Certificates of any Trust on any Current Distribution Date, the difference between (A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate face amount of the Certificates of such Trust) and (B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of the Non-Performing Equipment Notes held in such Trust has been paid in full and such payments have been distributed to the holders of such Certificates, (ii) the principal of the Performing Equipment Notes held in such Trust has been paid when due (without giving effect to any Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full and such payments have been distributed to the holders of such Certificates, but without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Certificates of such Trust). For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Expected Distributions.

  • Distributions means amounts payable in respect of the Trust Securities as provided in Section 4.1.

  • Interim Distribution Date means the date as soon as reasonably practicable after the Plan Implementation Date;

  • Class C Final Distribution Date means the October 15, 2021 Distribution Date.

  • Current Distribution Date means a Distribution Date specified as a reference date for calculating the Expected Distributions with respect to the Certificates of any Trust as of such Distribution Date.

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • In-Kind Distribution Date means , .

  • Class B Final Distribution Date means the August 16, 2021 Distribution Date.

  • Tax Distributions has the meaning set forth in Section 4.01(b)(i).

  • Income Distribution shall be calculated as set forth in subparagraph (A), below, unless the Prospectus provides for the averaging of income distributions, in which case, "Income Distribution" shall be shall be calculated as set forth in subparagraph (B), below. Accordingly, the Unitholder's "Income Distribution" shall be equal to:

  • Regular Distribution Date Replacement Liquidity Facility", "Responsible Officer", "Scheduled Payment", "Special Payment", "S&P", "Stated Interest Rate", "Subordination Agent", "Taxes", "Threshold Rating", "Trust Agreement", "Trustee", "Underwriters", "Underwriting Agreement", "United States" and "Written Notice".

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Special Distribution Date means, with respect to any Special Payment, the Business Day chosen by the Subordination Agent pursuant to Section 2.04(a) for the distribution of such Special Payment in accordance with this Agreement.

  • Capital Account Distribution Date and "Income Account Distribution Date" shall mean the "Distribution Dates" set forth in the "Essential Information" in the Prospectus.

  • Final Distribution Date The Distribution Date on which the final distribution in respect of the Certificates is made pursuant to Section 9.01.

  • Cash Distribution means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (4) of Section 2(b).

  • First Distribution Date 20___ Initial Certificate Balance of this Certificate ("DENOMINATION") : $ Initial Class Certificate Balance of all Certificates of this Class: : $ Pass-Through Rate : LIBOR + % CUSIP : ISIN : Popular ABS, Inc. Mortgage Pass-Through Certificates, Series []-[] Class []-[] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed and adjustable rate mortgage loans (collectively, the "LOANS"). Popular ABS, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Loans deposited by Popular ABS, Inc. (the "DEPOSITOR"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "AGREEMENT") among the Depositor, ____________________, __________________ and _________________, as sellers (in such capacity, collectively, the "SELLERS"), Equity One, Inc., a Delaware corporation, as servicer (in such capacity, the "SERVICER"), and ___________________________, as trustee (the "TRUSTEE"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * *